FEDERAL AGRICULTURAL MORTGAGE CORP
For the period ended Apr 17, 2024. Filed Apr 17, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2024 · Filed Apr 17, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
|---|---|
| Preliminary Proxy Statement | |
| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | |
| Definitive Proxy Statement | |
| Definitive Additional Materials | |
| Soliciting Material Under Rule 14a-12 | |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
1999 K Street, N.W.
Fourth Floor
Washington, D.C. 20006
TO HOLDERS OF FARMER MAC
VOTING COMMON STOCK
Dear Farmer Mac Stockholder:
The Board of Directors of the Federal Agricultural Mortgage Corporation ("Farmer Mac") is pleased to invite you to attend Farmer Mac's 2024 Annual Meeting of Stockholders to be held on Thursday, May 16, 2024, at 8:00 a.m. eastern daylight time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005. We request any stockholder who wants to attend the meeting in person to register by May 14, 2024 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security. You will be required to show a government-issued photo ID and should enter through the white security tent located at 18 Broad Street (at the corner of Broad Street and Exchange Place). The New York Stock Exchange suggests that all individuals attending the meeting dress in business casual attire. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be transacted at the meeting.
We hope you will be able to attend the meeting and suggest you read the Notice of Annual Meeting and Proxy Statement for information about Farmer Mac and the Annual Meeting of Stockholders. We have also enclosed Farmer Mac's 2023 Annual Report. Although the Annual Report is not proxy soliciting material, we suggest you read it for more information about Farmer Mac. Please complete, sign, date, and return a proxy card at your earliest convenience to help us establish a quorum and avoid the cost of further solicitation. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. If you plan to attend the meeting, please so indicate on the enclosed proxy card.
Sincerely,
Lowell L. Junkins
Board Chair
NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2024 Annual Meeting of Stockholders of the Federal Agricultural Mortgage Corporation ("Farmer Mac") will be held on Thursday, May 16, 2024, at 8:00 a.m. local time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005.
As described in the attached Proxy Statement, the meeting will be held for the following purposes:
to elect ten directors, five of whom will be elected by holders of Class A Voting Common Stock and five of whom will be elected by holders of Class B Voting Common Stock, to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified;
to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2024;
to approve, on an advisory basis, the compensation of Farmer Mac's named executive officers disclosed in the attached Proxy Statement; and
to consider and act on any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting.
Please read the attached Proxy Statement for information about the matters to be considered and acted on at the meeting.
Eligible holders of record of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock at the close of business on March 25, 2024 are entitled to notice of and to vote at the meeting and any adjournment or postponement of the meeting. For at least ten days before the meeting, a list of Farmer Mac's stockholders will be available for examination by any stockholder for any purpose germane to the meeting at the offices of Farmer Mac between the hours of 9:00 a.m. and 5:00 p.m. local time. We request any stockholder who wants to attend the meeting in person to register by May 14, 2024 by sending an email to ir@farmermac.com with "Farmer Mac Meeting Registration" in the subject line. Individuals who attend the meeting in person should arrive early to allow time to get through security. You will be required to show a government-issued photo ID and should enter through the white security tent located at 18 Broad Street (at the corner of Broad Street and Exchange Place). The New York Stock Exchange suggests that all individuals attending the meeting dress in business casual attire.
Even if you intend to attend the meeting in person, please complete and date the enclosed proxy card, sign it exactly as your name appears on the card, and return it in the postage prepaid envelope. This will ensure the voting of your shares if you do not attend the meeting. The giving of your proxy will not affect your right to vote your shares personally if you attend the meeting. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FARMER MAC.
By order of the Board of Directors,
Stephen P. Mullery
Secretary
TABLE OF CONTENTS
| PAGE | |
|---|---|
| GENERAL INFORMATION | 2 |
| Voting Rights | 2 |
| Record Date | 2 |
| Voting | 2 |
| Proposal 1 | 2 |
| Proposals 2 and 3 | 3 |
| Proxy Procedure | 3 |
| CORPORATE GOVERNANCE MATTERS | 4 |
| Director Independence | 4 |
| Board of Directors Meetings and Committees | 6 |
| Enterprise Risk Management | 8 |
| Code of Business Conduct and Ethics | 9 |
| Stockholder Proposals | 10 |
| Communications with the Board | 10 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 11 |
| Board Structure | 11 |
| Selection of Director Nominees by Board | 11 |
| Stockholder Director Nominations | 12 |
| Information about Nominees for Director | 13 |
| Class A Nominees | 14 |
| Class B Nominees | 17 |
| Directors Appointed by the President of the United States | 20 |
| Qualifications, Attributes, Skills, and Experience To Be Represented on the Board | 23 |
| Compensation of Directors | 24 |
| STOCK OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS | 26 |
| Directors, Director Nominees, and Named Executive Officers | 26 |
| Policies on Employee, Officer, and Director Hedging of Farmer Mac Securities | 27 |
| Principal Holders of Voting Common Stock | 27 |
| Delinquent Section 16(a) Reports | 28 |
| EXECUTIVE OFFICERS | 29 |
| EXECUTIVE COMPENSATION GOVERNANCE | 31 |
| Introduction and 2023 Highlights | 31 |
| Overview of Farmer Mac's Executive Compensation Practices | 32 |
| Compensation Discussion and Analysis | 33 |
| Compensation Philosophy | 33 |
| Peer Groups and Market Posture | 34 |
| Approach to Incentive Compensation | 36 |
| Total Compensation Elements | 38 |
i
| Payments in Connection with a Change-in-Control | 45 |
|---|---|
| Post-Employment Compensation | 45 |
| Impact of Accounting and Tax Treatment on Compensation Awards | 45 |
| Farmer Mac's Policies on Stock Ownership and Trading | 45 |
| Clawback Policy | 46 |
| Risk | 46 |
| Compensation Consultant Fees | 46 |
| Compensation Committee Interlocks and Insider Participation | 47 |
| Compensation Committee Report | 47 |
| Executive Compensation | 48 |
| Summary Compensation Table | 48 |
| Grants of Plan-Based Awards Table | 49 |
| Outstanding Equity Awards at Fiscal Year End | 50 |
| SAR Exercises and Stock Vested | 52 |
| Nonqualified Deferred Compensation Table | 52 |
| Agreements with Executive Officers | 53 |
| Potential Payments upon Termination and Change-in-Control | 56 |
| Equity Compensation Plans | 56 |
| CEO Pay Ratio | 57 |
| Pay Versus Performance | 58 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 61 |
| Review of Related Person Transactions | 61 |
| Transactions with Related Persons in 2023 | 61 |
| REPORT OF THE AUDIT COMMITTEE | 62 |
| AUDIT MATTERS | 63 |
| Audit Fees | 63 |
| Audit-Related Fees | 63 |
| Tax Fees | 63 |
| All Other Fees | 63 |
| Audit Committee Pre-Approval Policies | 63 |
| PROPOSAL 2: SELECTION OF INDEPENDENT AUDITOR | 64 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF FARMER MAC'S NAMED EXECUTIVE OFFICERS | 65 |
| SOLICITATION OF PROXIES | 66 |
| OTHER MATTERS | 66 |
ii
1999 K Street, N.W.
Fourth Floor
Washington, D.C. 20006
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on May 16, 2024
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors ("Board") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") of proxies from the holders of Farmer Mac's Class A Voting Common Stock and Class B Voting Common Stock (together, "Voting Common Stock"). Farmer Mac is not soliciting proxies from the holders of its Class C Non-Voting Common Stock. The proxies will be voted at Farmer Mac's 2024 Annual Meeting of Stockholders ("Meeting"), to be held on Thursday, May 16, 2024, at 8:00 a.m. local time at the New York Stock Exchange building, 18 Broad Street, New York, NY 10005, and at any adjournment or postponement of the Meeting. The Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card are being mailed to holders of Voting Common Stock on or about April 17, 2024. In this Proxy Statement, "we," "us," and "our" refer to Farmer Mac except as the context otherwise requires or as otherwise noted.
At the Meeting, Farmer Mac's Board will present for a vote the election of ten members to the Board (Proposal 1) and the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year 2024 (Proposal 2). The Board will also present for a vote the approval, on an advisory basis, of the compensation of Farmer Mac's named executive officers disclosed in this Proxy Statement (Proposal 3). The Board is not aware of any other matter to be presented for a vote at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for Farmer Mac's Annual Meeting of Stockholders to be held on May 16, 2024: the Proxy Statement, sample proxy cards, and Farmer Mac's 2023 Annual Report are available at www.farmermac.com/investors/financial-information/.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.